AMENDED AND RESTATED NATURAL GAS SERVICE AGREEMENTAMENDED AND RESTATED
NATURAL GAS SERVICE AGREEMENT
This Agreement is made and entered into as of this 18th day of February, 2016,
by and between Peoples Gas System, a division of Tampa Electric Company, a Florida
corporation ( "Peoples ") and the City of Clearwater, a Florida municipality, (the "City ").
Peoples and the City are sometimes referred to hereinafter individually as a "party ", or
collectively as the "parties ".
Whereas, the City desires to sell natural gas to Peoples, and Peoples desires to
purchase natural gas from the City, in order to supply gas via connection points at
various territorial boundaries, to include a connection point located at the intersection
of Ulmerton Road and Seminole Boulevard in Largo, Florida (the "Largo Connection
Point "), a connection point along U.S. Hwy 19 in Pasco County ( the "US19 /Stone
Rd Connection Point "), a connection point along Gulf Boulevard in Pinellas County (the
"Redington /Madeira Connection Point "),and a future connection point along State Road
54 in Pasco County (the "Asturia Connection Point "), the descriptions of which are
attached to this agreement, and incorporated herein as Exhibits "A ", "B" and "C" and "F ",
respectively, and any other connection points as may be agreed upon between the
Parties in an executed amendment hereto; and
Whereas, Peoples desires to sell natural gas to the City, and the City desires to
purchase natural gas from Peoples, in order to supply gas via connection points at
various territorial boundaries, to include a connection point located at the intersection
f Ulmerton Road and Seminole Boulevard in Largo, Florida (the "Largo Connection
Point "), a connection point along U.S. Hwy 19 in Pasco County (the "US19 /Stone
Rd Connection Point "), a connection point along Gulf Boulevard in Pinellas County (the
"Redington /Madeira Connection Point "), a transportation connection in the vicinity of
Little Road and State Road 52 in Pasco County (the "Little Road Connection Point "), a
connection point located inside Peoples' gate /distribution station
on Hayes Rd, North of State Road 52 (the "Central Pasco Connection
Point "), and a future connection point along State Road 54 in Pasco County (the
"Asturia Connection Point "), the descriptions of which are attached to this agreement,
and incorporated herein as Exhibits "A ", "B ", "C ", "D ", "E" and "F ", respectively, and any
other connection points as may be agreed upon between the parties in an executed
amendment hereto;
Now, therefore, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The above recitals are true and correct and are incorporated herein as if restated in
their entirety.
2. The City agrees to purchase and Peoples agrees to supply the City natural gas
service under rate schedule Wholesale Service (WHS), at a non - jurisdictional rate
equal to $0.14934 per therm. No other otherwise applicable customer charges or
clause charges will apply (with the exception of Peoples' Purchased Gas Adjustment
Clause). If the annual therm consumption at a specific connection point qualifies for
a lower service rate, to the City shall be transferred to such rate schedule and
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charged accordingly. The City will also pay the applicable Purchased Gas
Adjustment for commercial service as may be charged from time to time. Peoples
further agrees to supply gas at a pressure not to exceed 60 p.s.i.g. The City agrees
to pay Peoples' invoices for gas delivered by Peoples pursuant to this Agreement
within twenty (20) days after receipt of such invoices.
3. Peoples agrees to purchase and the City agrees to supply Peoples natural gas
service on a non - jurisdictional rate equivalent to that which the City is paying to
Peoples plus the City's applicable Purchased Gas Adjustment for commercial
service. The City further agrees to supply gas at a pressure not to exceed 60 p.s.i.g.
Peoples agrees to pay the City's invoices for gas delivered by the City pursuant to
this Agreement within twenty (20) days after receipt of such invoices.
4. At such time as additional connection points are agreed to by the parties, the
additional connection points ahall be incorporated into an executed, written
amendment hereto in the form of an Exhibit. With respect to future connection
points, any amendment to this Agreement shall document the Party responsible for
providing any necessary facilities, for maintaining such facilities, and for metering
the gas sold by one Party to the other.
5. The parties agree to comply with all applicable Federal, State, and local laws,
regulations and ordinances with respect to each party's obligations hereunder.
6. The initial term of this Agreement shall be for ten (10) years, commencing on the
date upon which this Agreement has been executed by both parties (the "Effective
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Date "), and shall automatically renew for one (1) year periods thereafter unless a
party terminates this Agreement as provided herein. This Agreement is terminable at
will by either party, provided that the party terminating the Agreement gives written
notice to the other party not less than one - hundred twenty (120) days prior to the
date of termination. In addition, the (i) failure by either party to make any payment
required to be made hereunder, with such failure shall continuing for five (5) days
after receipt of written notice from the other party of such failure, or (ii) failure by
either party to comply in any material respect with any material provision of this
Agreement (other than a failure specified in clause (i)), with such failure shall
continuing for thirty (30) days after receipt of written notice thereof has been given
to the other party, shall constitute an Event of Default hereunder as to the
non - performing party. Upon the occurrence and continuation of an Event of Default,
the non - defaulting party may, at its option and in addition to and cumulative .to any
other rights and remedies it may have hereunder, at law, in equity, or otherwise,
terminate this Agreement on five (5) days written notice to the defaulting party;
provided, however, in the case of an Event of Default specified in clause (ii) above, if
the defaulting party has, during the thirty -day cure period, initiated and diligently
pursued action to cure the Event of Default, and the time necessary to effect such
cure exceeds such thirty-day period, the defaulting party shall be provided
reasonable, industry- standard time to complete its cure of the default No waiver by
the non - defaulting party of full performance of this Agreement by the defaulting
party in any one or more instances shall be deemed a waiver of the right to require
full and complete performance of the obligations under this Agreement thereafter or
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of the right to terminate this Agreement according to the terms of this section.
7. Indemnification and Limitation of Liability. The City shall at all times indemnify,
defend and hold Peoples harmless from or on account of claims, losses, injuries or
damages, received or sustained by any person or persons during or on account of any
negligent work or operations engaged in by City in connection with the services
provided pursuant to this Agreement; or by or in consequence of any negligence,
excluding the sole negligence of Peoples, in connection with same; or by or on
account of the use of any improper materials or by or on account of any negligent act
or omission of City, its agents, servants, or contractors. City agrees to defend,
indemnify and save harmless Peoples against liability arising from or based upon any
violation of any Federal, State, County or Municipal law, ordinance or regulation by
City, its agents, servants, employees or contractors. This indemnification provision
obligates the City to defend Peoples from any liability claims and all suits and actions
that may be brought against People's resulting from the sole negligence of City. City
shall provide for Peoples defense with outside counsel reasonably acceptable to City
by paying for all attorneys' fees, costs and trial expenses. City's obligation to defend
Peoples for the acts or omissions of City, its servants, employees or contractors shall
be limited to the extent provided in § 768.28, Florida Statutes. Notwithstanding
anything to the contrary contained herein, this indemnification provision shall not be
construed as a waiver of any immunity from or limitation of liability to which City is
entitled pursuant to §768.28, Florida Statutes. Furthermore, this provision is not
intended to nor shall it be interpreted as limiting or in any way affecting any defense
City may have under§ 768.28, Florida Statutes and is not intended to and shall not be
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interpreted to alter the extent of City's waiver of sovereign immunity under § 768.28,
Florida Statutes. The parties to this Agreement specifically agree to be fully
responsible for their own acts of negligence and for the acts of negligence of their
respective agents when acting within the scope of their employment, and agree to be
liable for any damages resulting from said negligence. Nothing herein shall be
construed as consent by either party to be sued by third parties in any manner
arising out of this Agreement.
Peoples shall at all times indemnify, defend and hold the City harmless from or on
account of any claims, losses, injuries or damages, received or sustained by any
person during or on account of any negligent work or operations engaged in by
Peoples in connection with the services provided pursuant to this Agreement; or by
or in consequence of any negligence, excluding the sole negligence of City, in
connection with same; or by or on account of the use of any improper materials or by
or on account of any negligent act or omission of Peoples, its agents, servants, or
contractors. Peoples agrees to defend, indemnify and save harmless City against
liability arising from or based upon any violation of Federal, State, County or
Municipal law, ordinance or regulation by Peoples, its agents, servants, employees or
contractors. This indemnification provision obligates Peoples to defend City from
any and all liability claims and all suits and actions that may be brought against City
resulting from the sole negligence of Peoples. Peoples shall provide for City's defense
with outside counsel reasonably acceptable to Peoples by paying for all attorneys'
fees, costs and trial expenses.
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8. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE
OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR
REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND /OR
IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A)
WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR
EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM
IS BASED.
IN NO EVENT SHALL PEOPLES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED
TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED AN AMOUNT
EQUAL TO THE AGGREGATE AMOUNT OF PAYMENTS MADE BY CITY TO PEOPLES
OVER THE TWELVE CALENDAR MONTHS PRECEDING SUCH OBLIGATION TO PAY.
THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL
APPLY EVEN IF THE NON- BREACHING PARTY'S REMEDIES UNDER THIS AGREEMENT
FAIL OF THEIR ESSENTIAL PURPOSE.
Each party acknowledges and agrees that the parties entered into the Agreement in
reliance upon the limitations of liability set forth in this Section, that the same reflect
an allocation of risk between the parties (including the risk that a contract remedy may
fail of its essential purpose and cause consequential loss), and that the same form an
essential basis of the bargain between the parties.
9. Notices. Any notices required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given if delivered by hand, delivered
by recognized overnight courier (such as Federal express) or received by certified
or registered mail, return receipt requested, in a postage prepaid envelope, and
addressed as follows:
If to Peoples:
Peoples Gas System
Attn: Vice - President,
Operations
702 North Franklin Street
Tampa, FL 33602
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with copy to: Peoples Gas System
Attn: General Counsel
702 North Franklin Street
Tama FL 33602
(813) 228 -1328
If to Clearwater Gas: Clearwater Gas System
Attn: Gas System Managing Director
400 North Myrtle
Avenue
Clearwater, FL 33755
(727) 562 -4901
with copy to:
Office of City Attorney
Attn: City Attorney
P.O. Box 4748
Clearwater, FL 33758
(727)562 -4010
Notices personally delivered or sent by overnight courier shall be deemed given on
the date of delivery and notices mailed in accordance with the foregoing shall be
deemed given on the date of delivery, provided the return receipt is received.
10. Construction. This Agreement shall be governed by, and construed and enforced in
accordance with the laws of the State of Florida. Each party to this Agreement has
participated fully in the negotiation and preparation hereof and, accordingly; this
Agreement shall not be more strictly construed against either of the parties hereto.
In construing this Agreement, the singular shall be held to include the plural, the
plural shall be held to include the singular and the use of any gender shall be held to
include every other gender.
11. Captions. The captions of the various paragraphs of this Agreement are inserted for
the purpose of convenient reference only and shall not affect the construction or
interpretation to be given any of the provisions hereof or be deemed in any manner
to define, limit, modify or prescribe the scope or intent of this Agreement or any
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provision hereof.
12. Severability. If any term or provision of this Agreement shall be determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall
be given its nearest legal meaning or be construed as deleted as such authority
determines, and the remainder of this Agreement shall be construed with full force
and effect.
13. Counterparts. This Agreement may be executed in any number of counterparts, each
of which, when executed and delivered, shall be an original, but all counterparts shall
together constitute one and the same instrument.
14. Assignability. Any entity which shall merge or consolidate with either party, or
acquire by purchase substantially all of the assets of either party, shall be subject to
the obligations of its predecessor under this Agreement, and either party may assign
this Agreement to such successor -in- interest or Affiliate provided such assignee
assumes in writing the obligations of its predecessor hereunder. Except as set forth
in this paragraph, neither party shall assign this Agreement, or its rights and
obligations hereunder, without the prior written consent of the other party, and no
assignment or transfer of this Agreement shall relieve either party of any obligations
to the other party incurred prior to such assignment or transfer. For purposes of this
Agreement, the term "Affiliate" shall mean any entity that controls, is controlled by,
or is under common control with Peoples.
15. Entire Agreement. This Agreement constitutes the entire understanding and
agreement between the parties and may not be changed, altered or modified except
by and instrument in writing signed by the Parties. This Agreement shall be binding
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upon the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, this agreement is executed as of the 18th day of February, 2016.
Countersigned: CITY OF CLEARWATER, FLORIDA
By: (AiXti. if444a-IJ
George N. Cretekos William B. Horne II
Mayor City Manager
Approved as to form: Attest:
Laura Mahony
Assistant City Attorney
/ 4L c l `'
Rosemarie Call
City Clerk
PEOPLES GAS SYSTEM, a division of
TAMPA ELECTRIC COMPANY
By: �%
Gordon L. Gillette
President
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Exhibit A
Natural Gas Service Agreement Between
Clearwater Gas System & Peoples Gas System
Largo Connection Point
Peoples Gas System (PGS) installed, owns, operates and is responsible for maintaining this
facility, which is depicted on the attached diagram.
The facility includes a meter assembly, which permits PGS to access gas from Clearwater Gas
System (CGS) to maintain service reliability to its customers. Valves at this meter can also be
adjusted to provide a backup feed to CGS from PGS, even though this was
not the primary reason for the interconnect.
This facility is located on the northwest comer of Ulmerton Road and Starkey Road in the City
of Largo.
EXHIBIT "A"
LARGO CONNECTION POINT
Clearwater Gas
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ULM: RTCN ROAD
Clearwater Gas System
Naturoi k Propane Cos
400 NORTH MYRTLE AVENUE
CLEARWATER. F1. 33755
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Exhibit B
Natural Gas Service Agreement Between
Clearwater Gas System & Peoples Gas System
U.S. 19 /Stone Road Pasco Connection Point
The purpose of this transfer station is to provide for an automatic interconnect
site on U.S. 19 and Stone Road in Pasco County where our systems meet with
capability to automatically transfer gas to each company's system in the event
there is a reduction in pressure due to various unforeseen reasons.
Clearwater Gas System (CGS) ran 180 feet of 4 -inch PE (polyethylene) pipe on
the east side of U.S. 19 to the north to connect with the transfer station.
Peoples Gas System (PGS) had existing 4 -inch steel main located at the northeast
intersection of Stone Road and U.S. 19. PGS provided an approximate 30 -foot
stub out to the east to connect with the transfer station.
The transfer station is a joint venture of both companies. The pipe each company
has installed on "their side" will be owned and maintained by that respective
company as indicated on the attached diagram. CGS and PGS will each install
and maintain their own 16m rotary displacement meters on each side of the
apparatus.
Exhibit "B"
US19/Stone Rd Connection Point
EXISTING CGS 6"
NATURAL GAS MAIN
ISECTION 14030
M.P. 8.284
A 4-1
SECTION 14030 I
M.P. 8.307
U.S. 19 (S. R.55)
PROPOSED 4"
NATURAL GAS MAIN
EXISTING PEOPLES 4"
NATURAL GAS MAIN
cTJ
—S TM-
-
PROPOSED EMERGENCY
INTERCONNECT STATION
SEE DE TAILS ON
SHEETS 3 Sc 4
PLAN VIEW
SCALE 40'
R P./
Clearwater Gas System
Notwoi & Propane Gas
400 HORN mYRIU AVENUE
CU/4**MR. n. 3375S
SHEET 1 OF 4
EXHIBIT B
R
4'
US. 19/Stone Road Pasco Connection Point
24'
3 3'
PROPOSED 4'
NATURAL GAS MAIN
75
Clearwater Gas System
Natural & Propane Gas
400 NORTH MYRTLE AVENUE
CLEARWATER, FL 33755
U.S. 19 (S.R.55)
(looking South)
SECTION A-A
NOT TO SCALE
MEDIAN
SHEET 2 OF 4
EXHIBIT B
U.S. 19/Stone Road Pasco Connection Point
Clearwater Gas System
Noturoi & Propone Cos
400 NORTH MYRTLE AVENUE
CLEARWATER, FL .137?-5
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6' Bottard
(typ)
WAX MYRTLE (TYP)
410
SHEET 3 OF 4
EXHIBIT B
Blank Flange
U.S. 19 /Stone Road Pasco Connection Point
Clearwater Gas System
Natural & Propane Coe
400 MORN MYRTLE AvEMUE
CLEARWATER, FL 34415
SHEET 4 OF 4
EXHIBIT B
Exhibit C
Natural Gas Service Agreement Between
Clearwater Gas System & Peoples Gas System
Redington Beach /Madeira Beach Connection Point
The purpose of this transfer station is to provide for an automatic interconnect site
located west off of Gulf Boulevard along the north right -of -way of 155th Avenue at the
Redington Beach and Madeira Beach boundary where our systems meet with capability
to automatically transfer gas to each company's system in the event there is a reduction
in pressure due to various unforeseen reasons.
hClearwater Gas System (CGS) ran 222 feet of 4 -inch PE (polyethylene) pipe on
the north side of 155th Avenue to the west to connect with the transfer station.
Peoples Gas System (PGS) ran 222 feet of 4 -inch PE (polyethylene) pipe on the
north side of 155t Avenue to the west to connect with the transfer station.
The transfer station is a joint venture of both companies. The pipe each company has
installed on "their side" will be owned and maintained by that respective company as
indicated on the attached diagram. CGS and PGS will each install and maintain their
own 11 m rotary displacement meters on each side of the apparatus.
LOCATION OF
TRANSFER STATION
Exhibit "C"
Redington/Maderia Connection Point
4" POLYETHYLENE
NATURAL GAS MAINS.
BEACH ACCESS
TIE TO EXISTING TECO/PEOPLES
4" POLYETHYLENE
NATURAL GAS MAIN,
2' FLAT CURB
Clearwater Gas System
Nofurol & Propone Gos
400 NORTH MYRTLE AVENUE
CLEARWATER. FL 34615
JANUARY 31,2003
SHEET 1 OF 2
EX
HIBIT "C"
Gulf Blvd./155th Ave. South Beach Connection Point
Clearwater Gas System
Nofurol & Propone Cos
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Blank Flange
Blank Fla ge
CGS MAINTAINED
MAINTAINED
PGS MAINTAINED
Blank Flange
Blank Flange
4 Pipe — Tee —
Exhibit D
Natural Gas Service Agreement Between
Clearwater Gas System & Peoples Gas
System
Little Road Connection Point
The initial purpose of this connection point is to provide transportation gas from
Peoples Gas System (PGS) to a Clearwater Gas System (CGS) customer, Empire
Distillery & Winery located at 11807 Little Road. This customer is in the CGS
service territory but is closer to the PGS main lines. PGS will provide the gas
under this agreement and CGS will bill the customer. In the future, additional
CGS customers may be served off this connection point.
PGS installed one six -inch turbine meter to measure consumption of natural gas
thru the connection point. This meter is connected to their existing 2" PE
(polyethylene) pipe and PGS maintains this meter.
CGS installed 300 feet of 6" PE pipe located on the west side of Little Road,
south from State Road 52. CGS also installed 380 feet of2" PE service line west
from 165 feet south of Teak Road as shown on Exhibit D diagram.
EXHIBIT "D"
LITTLE ROAD CONNECTION POINT
Clearwater Gas System
Natural Er Propane Gas
400 NORTH MYRTLE AVENUE
CLEARVATER. FL 33755
Exhibit E
Natural Gas Service Agreement Between
Clearwater Gas System & Peoples Gas
System
Central Pasco Connection Point
The purpose of this connection point is to provide a continuous gas supply feed
from Peoples' gate /distribution station located on Hayes Rd, North of State Road
52. Gas supplied from this connection point will serve CGS's customers
generally located east of the Suncoast Parkway in Central Pasco.
Exhibit F
Natural Gas Service Agreement Between
Clearwater Gas System & Peoples Gas
System
Asturia Connection Point
The purpose of this transfer station is to provide for an automatic interconnect
site located in the right -of -way on the north side of State Road 54 in Pasco
County, where CGS and PGS distributions systems meet, with capability to
automatically transfer gas to each company's system in the event there is a
reduction in pressure due to various unforeseen reasons.
Peoples Gas System (PGS) extended a 6 -inch polyethelyne (PE) main up to the
CGS /PGS territory boundary on State Road 54. PGS provided an approximate
10 -foot stub out to connect to the transfer station.
The transfer station is a joint venture of both companies. The pipe each company
has installed on "their side" will be owned and maintained by that respective
company as indicated on the attached diagram. CGS and PGS will each install
and maintain their own meters on each side of the apparatus.
Exhibit F
Asturia Connection Point
PEOPLES GAS/ CLEARWATER GAS INTERCONNECT ON SR 54 IN FRONT OF ASTURIA SUBDIVISION
6" VALVE - WXW
0111.011+1W
6" FL 6 "X2 "RED.
DISTRIBUTION SKETCH, DATED JAN. 7, 2016
2" MOONEY FLOWMAX -FM2 -T NI'?
6 "X2 "RFD.
v 1 a+
INLET - 54 PSIG, OUTLET 40 PSIG
Peoples Gas
Clearwater Gas
4" VAI VF -WXW
4" FILTER
6"X4" TEE
CLEARWATER
INLET
ROO1S 16 M
ROOTS 23 M
6" FILTER
4" VALVE -WXW
6 "X4" TEE
IININNIMEMM
PEOPLES
INLET